This summary contains basic information about us. You should carefully read the entire prospectus and the documents we incorporate by reference herein. Some of the statements contained in this prospectus and the documents incorporated by reference herein, including statements under this summary and “Risk Factors”, are forward-looking statements and may involve a number of risks and uncertainties. We note that our actual results and future events may differ significantly based upon a number of factors. You should not put undue reliance on the these forward-looking statements. References to “we,” “our,” “us,” the “Company,” or “Femasys” refer to Femasys Inc., a Delaware corporation.
Business Overview
Femasys is a biomedical company focused on transforming women’s healthcare by developing novel solutions and next-generation advancements providing significant clinical impact to address severely underserved areas. Our mission is to provide women worldwide with superior minimally-invasive, non-surgical product technologies, accessible in the office, improving patient care and overall health economics. We are a woman-founded and led company with an expansive, internally created intellectual property portfolio with over 150 patents globally, in-house chemistry, manufacturing, and controls (CMC) and device manufacturing capabilities and proven ability to develop and commercialize products. Our suite of products and product candidates address what we believe are multi-billion dollar global market segments in which there has been little advancement for many years, helping women avoid pharmaceutical solutions, implants and surgery that can be expensive and expose women to harm. With an initial focus in the area of reproductive health, our two lead product candidates offer solutions for two ends of the spectrum: FemBloc for permanent birth control and FemaSeed as an artificial insemination infertility treatment.
April 2023 Concurrent Registered Direct Offering and Private Placement
On April 20, 2023, we completed a registered direct offering in which we issued and sold an aggregate of 1,318,000 shares of our common stock at a purchase price of $1.22 per share and pre-funded warrants to purchase up to 1,878,722 shares of our common stock with a purchase price equivalent to $1.2199 (the “April 2023 Public Offering”). In addition, in a concurrent private placement (“Private Placement” and together with the April 2023 Public Offering, the “April 2023 Offering”), we sold unregistered warrants to the same investors to purchase up to an aggregate of 3,196,722 shares of our common stock at an exercise price of $1.095 per share (the “Common Warrants”). The Common Warrants are exercisable immediately and will expire on October 15, 2028.
We received aggregate net proceeds of approximately $3.4 million, after deducting placement agent fees and other offering expenses payable by us, from the April 2023 Public Offering.
Wainwright served as our exclusive placement agent in connection with the April 2023 Offering. We paid Wainwright a placement agent’s fee equal to 7.5% of the aggregate purchase price of the securities sold in the April 2023 Public Offering; a management fee equal to 1.0% of the aggregate gross proceeds of the April 2023 Public Offering; $75,000 for non-accountable expenses; and $15,950 for clearing fees. In addition, we issued to designees of Wainwright as compensation warrants to purchase up to an aggregate of 191,803 shares of our common stock (the “Placement Agent Warrants”), equal to 6.0% of the aggregate number shares of our common stock sold in the April 2023 Public Offering. The Placement Agent Warrants have an exercise price equal to $1.525 per share, which is 125% of the offering price per share in the April 2023 Public Offering, is exercisable immediately and will expire on April 18, 2028. We refer to the Common Warrants and the Placement Agent Warrants collectively as the “Warrants.”
Corporate Information
We were incorporated in February 2004 as a Delaware corporation under the name Femasys Inc. Our principal executive office is located at 3950 Johns Creek Court, Suite 100, Suwanee, Georgia, 30024, and our telephone number is (770) 500-3910. Our website address is www.femasys.com. The information on, or that can be accessed through, our website is not part of this prospectus. We have included our website address as an inactive textual reference only.
We use “Femasys,” “FemBloc,” “FemChec,” “FemaSeed,” “FemVue,” “FemCerv,” “FemEMB,” and other marks as trademarks in the United States and other countries. This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork, and other visual displays, may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under